GLOBAL
      SECURITY AGREEMENT

     

    THIS
      GLOBAL SECURITY AGREEMENT (the
      “Agreement”)
      is
      entered into as of June 30, 2008, by and among (i) MobilePro Corp., a Delaware
      corporation (“Company”)
      and
      (ii) each subsidiary and affiliate of the Company listed on Schedule
      1
      attached
      hereto (the “Subsidiaries,”
and
      collectively with the Company, the “Grantors”)
      in
      favor of YA Global Investments, L.P. f/k/a Cornell Capital Partners, L.P. (the
      “Secured
      Party”).

     

    WHEREAS,
      the
      Secured Party is the holder of (i) certain secured convertible debentures,
      issued pursuant to that certain Securities Purchase Agreement, dated as of
      June
      30, 2006 and that certain Securities Purchase Agreement, dated as of August
      28,
      2006, (collectively, the “Original
      Securities Purchase Agreement”),
      (ii)
      promissory notes, and (iii) other evidence of indebtedness issued by the Company
      to the Secured Party or to certain other parties that subsequently assigned
      their rights in such convertible debentures, promissory notes or other evidence
      of indebtedness to the Secured Party, including the secured convertible
      debentures and promissory notes listed on Schedule
      2
      attached
      hereto (as may be amended, supplemented and restated from time to time, the
      “Original
      Debentures”);

     

    WHEREAS,
      in
      connection with a certain Securities Purchase Agreement listed in Schedule
      3
      attached
      hereto (as amended, supplemented and restated from time to time, the
“Securities
      Purchase Agreement”),
      the
      Company has agreed, upon the terms and subject to the conditions of the
      Securities Purchase Agreement, to amend and restate the Original Securities
      Purchase Agreement and to amend and restate the Original Debentures and to
      issue
      to the Secured Party the Secured Convertible Debentures (the “Secured
      Convertible Debentures”);

     

    WHEREAS,
      the
      Secured Party and certain of the Grantors are parties to certain of the Prior
      Debt Documents (as defined below);

     

    WHEREAS,
      each
      of
      the Grantors has executed and delivered (i) a Global Guaranty Agreement, dated
      as of the date hereof, in favor of the Secured Party pursuant to which the
      Grantors absolutely and unconditionally guarantee to the Secured Party the
      payment and performance of all now existing and hereafter arising Obligations
      (the “Guaranty
      Agreement”),
      and
      (ii) an Intellectual Property Security Agreement, dated as of the date hereof
      (the “IP
      Security Agreement”);
      

     

    WHEREAS,
      certain
      Grantors have executed and delivered a Global Pledge Agreement, dated as of
      the
      date hereof (the “Pledge
      Agreement”);
      and
      certain Grantors with Real Estate have executed and delivered mortgages in
      favor
      of the Secured Party.

     

    WHEREAS,
      in
      connection with the financial accommodations to the Company and certain
      Subsidiaries by the Secured Party under the Secured Convertible Debentures
      or
      otherwise, the Subsidiaries will directly benefit from the extension of such
      financial accommodations as part of the affiliated business operations of the
      Company and the Subsidiaries.

     

    
      
        
        

      

      
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    NOW,
      THEREFORE, in
      consideration of the promises and the mutual covenants herein contained, and
      for
      other good and valuable consideration, the adequacy and receipt of which are
      hereby acknowledged, the parties hereto hereby agree as follows:

     

    ARTICLE
      1.

     

    DEFINITIONS
      AND INTERPRETATIONS

     

    1.1 Recitals.

     

    The
      above
      recitals are true and correct and are incorporated herein, in their entirety,
      by
      this reference.

     

    1.2 Interpretations.

     

    Nothing
      herein expressed or implied is intended or shall be construed to confer upon
      any
      person other than the Secured Party any right, remedy or claim under or by
      reason hereof.

     

    1.3 Definitions.

     

    (a) To
      the
      extent used in this Agreement and not defined herein, terms defined in the
      UCC
      shall have the meanings (such meanings to be equally applicable to both the
      singular and plural forms of the terms defined) ascribed to such terms in the
      UCC. To the extent the definition of any category or type of Collateral is
      expanded by any amendment, modification or revision to the UCC, such expanded
      definition will apply automatically as of the date of such amendment,
      modification or revision.

     

    (b) As
      used
      in this Agreement, the following terms shall have the meanings indicated below
      (such meanings to be equally applicable to both the singular and plural forms
      of
      such terms):

     

    “Collateral”
has
      the
      meaning set forth in Section
      2.1.

     

    “Deposit
      Account”
has
      the
      meaning set forth in Section
      6.16.

     

    “Event
      of Default”
shall
      mean a Grantor defaulting in any of its obligations under (i) this Agreement,
      and (ii) any other Transaction Document.

     

    “GAAP”
shall
      mean generally accepted accounting principles in the United States of
      America.

     

    “Guaranty
      Agreement”
has
      the
      meaning set forth in the recitals hereof.

     

    
      
        
        

      

      
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    “Intellectual
      Property”
shall
      mean all present and future trade secrets, know-how and other proprietary
      information; trademarks, trademark applications, internet domain names, service
      marks, trade dress, trade names, business names, designs, logos, slogans (and
      all translations, adaptations, derivations and combinations of the foregoing)
      indicia and other source and/or business identifiers, and all registrations
      or
      applications for registrations which have heretofore been or may hereafter
      be
      issued thereon throughout the world; copyrights and copyright applications;
      (including copyrights for computer programs) and all tangible and intangible
      property embodying the copyrights, unpatented inventions (whether or not
      patentable); patents and patent applications; industrial design applications
      and
      registered industrial designs; license agreements related to any of the
      foregoing and income therefrom; books, records, writings, computer tapes or
      disks, flow diagrams, specification sheets, computer software, source codes,
      object codes, executable code, data, databases and other physical
      manifestations, embodiments or incorporations of any of the foregoing; all
      other
      intellectual property; and all common law and other rights throughout the world
      in and to all of the foregoing. Schedule
      4
      attached
      hereto sets forth all Intellectual Property of the Grantors (as
      such
      Schedule may be amended, modified or supplemented from time to time).

     

    “IP
      Security Agreement”
has
      the
      meaning set forth in the recitals hereof.

     

    “Lien”
has
      the
      meaning set forth in Section
      4.2.

     

    “Material
      Adverse Effect”
shall
      mean any material and adverse affect as determined by the Secured Party in
      its
      reasonable discretion upon (a) the Grantors’ assets, business, operations,
      properties or condition, financial or otherwise; (b) the Grantors’ ability to
      make payment as and when due of all or any part of the Obligations; or (c)
      the
      Collateral.

     

    “Obligations”
shall
      mean and include any and all debts, liabilities, obligations, covenants and
      duties owing by any Grantor to the Secured Party, now existing or hereafter
      arising of every nature, type, and description, whether liquidated,
      unliquidated, primary, secondary, secured, unsecured, direct, indirect,
      absolute, or contingent, and whether or not evidenced by a note, guaranty or
      other instrument, and any amendments, extensions, renewals or increases thereof,
      including, without limitation, all those under (i) the Transaction Documents;
      (ii) any agreement or document related to the Transaction Documents; or (iii)
      any other or related documents, and including any interest accruing thereon
      after insolvency, reorganization or like proceeding relating to the Grantors,
      whether or not a claim for post-petition interest is allowed in such proceeding,
      and all costs and expenses of the Secured Party incurred in the enforcement,
      collection or otherwise in connection with any of the foregoing, including,
      but
      not limited to, reasonable attorneys’ fees and expenses and all obligations of
      the Grantors to the Secured Party to perform acts or refrain from taking any
      action.

     

    “Permitted
      Indebtedness”
shall
      mean: (i) indebtedness evidenced by the Secured Convertible Debentures; (ii)
      indebtedness described on the Disclosure Schedules to the Securities Purchase
      Agreement; (iii) indebtedness incurred solely for the purpose of financing
      the
      acquisition or lease of any equipment by the Grantors, including capital lease
      obligations with no recourse other than to such equipment; (iv) indebtedness,
      the repayment of which (A) has been subordinated to the payment of the
      Obligations on terms and conditions acceptable to the Secured Party, including
      with regard to interest payments and repayment of principal, (B) does not mature
      or otherwise require or permit redemption or repayment prior to or on the 91st
      day after the maturity date of any Secured Convertible Debenture then
      outstanding; and (C) is not secured by any assets of the Grantors; (v)
      indebtedness solely between a Grantor and/or one of its domestic subsidiaries,
      on the one hand, and a Grantor and/or one of its domestic subsidiaries, on
      the
      other which indebtedness is not secured by any assets of such Grantor or any
      of
      its subsidiaries, provided
      that
      (A) in
      each case a majority of the equity of any such domestic subsidiary is directly
      or indirectly owned by a Grantor, such domestic subsidiary is controlled by
      a
      Grantor and such domestic subsidiary has executed a security agreement in the
      form of this Agreement and (B) any such loan shall be evidenced by an
      intercompany note that is pledged by such Grantor or its subsidiary, as
      applicable, as collateral pursuant to this Agreement; (vi) reimbursement
      obligations in respect of letters of credit issued for the account of a Grantor
      or any of its subsidiaries for the purpose of securing performance obligations
      of such Grantor or its subsidiaries incurred in the ordinary course of business
      so long as the aggregate face amount of all such letters of credit does not
      exceed $500,000 at any one time; and (vii) renewals, extensions and refinancing
      of any indebtedness described in clause (i) or (iii) of this
      subsection.

     

    
      
        
        

      

      
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    “Permitted
      Liens”
shall
      mean (1) the security interest created by this Agreement, (2) any prior security
      interest granted to the Secured Party, (3) existing Liens disclosed by each
      Grantor on Schedule
      4.2;
      (4)
      inchoate Liens for taxes, assessments or governmental charges or levies not
      yet
      due, as to which the grace period, if any, related thereto has not yet expired,
      or being contested in good faith and by appropriate proceedings for which
      adequate reserves have been established in accordance with GAAP; (5) Liens
      of
      carriers, materialmen, warehousemen, mechanics and landlords and other similar
      Liens which secure amounts which are not yet overdue by more than 60 days or
      which are being contested in good faith by appropriate proceedings for which
      adequate reserves have been established in accordance with GAAP; (6)
      non-exclusive licenses and sublicenses, or leases or subleases granted to other
      persons not materially interfering with the conduct of the business of the
      Grantors; (7) Liens securing capitalized lease obligations and purchase money
      indebtedness incurred solely for the purpose of financing an acquisition or
      lease; (8) easements, rights-of-way, restrictions, encroachments, municipal
      zoning ordinances and other similar charges or encumbrances, and minor title
      deficiencies, in each case not securing debt and not materially interfering
      with
      the conduct of the business of the Grantors and not materially detracting from
      the value of the property subject thereto; (9) Liens arising out of the
      existence of judgments or awards which judgments or awards do not constitute
      an
      Event of Default; (10) Liens incurred in the ordinary course of business in
      connection with workers compensation claims, unemployment insurance, pension
      liabilities and social security benefits and Liens securing the performance
      of
      bids, tenders, leases and contracts in the ordinary course of business,
      statutory obligations, surety bonds, performance bonds and other obligations
      of
      a like nature (other than appeal bonds) incurred in the ordinary course of
      business (exclusive of obligations in respect of the payment for borrowed
      money); (11) Liens in favor of a banking institution arising by operation of
      law
      encumbering deposits (including the right of set-off) and contractual set-off
      rights held by such banking institution and which are within the general
      parameters customary in the banking industry and only burdening deposit accounts
      or other funds maintained with a creditor depository institution; (12) usual
      and
      customary set-off rights in leases and other contracts; and (13) escrows in
      connection with acquisitions and dispositions.

     

    “Pledge
      Agreement”
has
      the
      meaning set forth in the recitals hereof.

     

    “Prior
      Debt Documents”
means
      the Original Debentures and the Original Securities Purchase Agreements, and
      any
      other existing security agreements, guaranty agreements, pledge agreements
      credit agreement or other facility, mortgage, other debenture agreements or
      instruments, by and among the Secured Party and any of the Grantors, under
      which
      there may be issued, or by which there may be secured or evidenced any
      indebtedness for borrowed money or evidencing any outstanding obligation of
      any
      Grantor to the Secured Party, and any other existing documents executed in
      connection with any of the foregoing.

     

    
      
        
        

      

      
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    “Real
      Estate”
means
      all leases and all land, together with the buildings, structures, parking areas,
      and other improvements thereon, now or hereafter owned by any Grantor, including
      all easements, rights-of-way, and similar rights relating thereto and all
      leases, tenancies, and occupancies thereof. Schedule
      5
      attached
      hereto sets forth all Real Estate of the Grantors (as
      such
      Schedule may be amended, modified or supplemented from time to
      time).

     

    “Transaction
      Documents”
shall
      mean (i) this Agreement, (ii) the Secured Convertible Debentures, (iii) the
      Securities Purchase Agreement, (iv), the Guaranty Agreement, (v) the Pledge
      Agreement, (vi) the IP Security Agreement, (vi) the Prior Debt Documents, (vii)
      any other mortgages, pledges, or other collateral documents and any UCC-1
      Financing Statement required by the Secured Party, and (viii) any amendment,
      amendment and restatement, modification or supplement to any of the
      foregoing.

     

    “UCC”
or
      “Uniform
      Commercial Code”
means
      the
      Uniform Commercial Code as in effect from time to time in the State of New
      Jersey; provided,
      however,
      that if
      a term is defined in Article 9 of the Uniform Commercial Code differently than
      in another Article thereof, the term shall have the meaning set forth in Article
      9 of the UCC; provided further
      that, if
      by reason of mandatory provisions of law, perfection, or the effect of
      perfection or non-perfection, of a security interest in any Collateral or the
      availability of any remedy hereunder is governed by the Uniform Commercial
      Code
      as in effect in a jurisdiction other than New Jersey, “Uniform Commercial Code”
means the Uniform Commercial Code as in effect in such other jurisdiction for
      purposes of the provisions hereof relating to such perfection or effect of
      perfection or non-perfection or availability of such remedy, as the case may
      be. 

     

    ARTICLE
      2.

     

    SECURITY
      INTEREST

     

    2.1 Grant
      of Security Interest.

     

    (a) As
      security for the payment or performance in full of the Obligations, each Grantor
      hereby pledges to the Secured Party, its successors and assigns, and hereby
      grants to the Secured Party, its successors and assigns, a security interest
      in
      and to all assets and personal property of each Grantor, wherever located and
      whether now or hereinafter existing and whether now owned or hereafter acquired,
      of every kind and description, tangible or intangible, including without
      limitation, all Real Estate, Goods, Inventory, Equipment, Fixtures, Instruments,
      Documents, Accounts, Contracts and Contract Rights, Chattel Paper, Deposit
      Accounts, Money, Letters of Credit and Letter-of-Credit Rights, Commercial
      Tort
      Claims, Securities and all other Investment Property, General Intangibles,
      Farm
      Products, all books and records and information relating to any of the
      foregoing, all supporting obligations, and any and all Proceeds and products
      of
      any and all of the foregoing, and as more particularly described on Exhibit
      A
      attached
      hereto (collectively, the Collateral);
      and

     

    
      
        
        

      

      
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    (b) Simultaneously
      with the execution and delivery of this Agreement, each Grantor shall make,
      execute, acknowledge, file, record and deliver to the Secured Party such
      documents, instruments, and agreements, including, without limitation, financing
      statements, mortgages, certificates, affidavits and forms as may, in the Secured
      Party’s reasonable judgment, be necessary to effectuate, complete or perfect, or
      to continue and preserve, the security interest of the Secured Party in the
      Collateral.

     

    2.2 No
      Assumption of Liability.

     

    The
      security interest in the Collateral is granted as security only and shall not
      subject the Secured Party to, or in any way alter or modify any obligation
      or
      liability of, any Grantor with respect to or arising out of the
      Collateral.

     

    ARTICLE
      3.

     

    ATTORNEY-IN-FACT;
      PERFORMANCE

     

    3.1 Secured
      Party Appointed Attorney-In-Fact.

     

    Each
      Grantor hereby appoints the Secured Party as its attorney-in-fact, with full
      authority in the place and stead of such Grantor and in the name of each Grantor
      or otherwise, from time to time in the Secured Party’s discretion to take any
      action and to execute any instrument which the Secured Party may reasonably
      deem
      necessary to accomplish the purposes of this Agreement or for the purpose of
      perfecting, confirming, continuing , enforcing or protecting the security
      interest in the Collateral, including, without limitation, to (a) file one
      or
      more financing statements, continuing statements, filings with the United States
      Patent and Trademark Office or United States Copyright Office (or any successor
      office) or other documents; (b) receive and collect all instruments made payable
      to a Grantor representing any payments in respect of the Collateral or any
      part
      thereof and to give full discharge for the same; and (c) demand, collect,
      receipt for, settle, compromise, adjust, sue for, foreclose, or realize on
      the
      Collateral as and when the Secured Party may determine. To facilitate
      collection, the Secured Party may notify account debtors and obligors on any
      Collateral to make payments directly to the Secured Party. The foregoing power
      of attorney is a power coupled with an interest and shall be irrevocable until
      all Obligations are paid and performed in full. The Grantors agree that the
      powers conferred on the Secured Party hereunder are solely to protect the
      Secured Party’s interests in the Collateral and shall not impose any duty upon
      the Secured Party to exercise any such powers.

     

    3.2 Secured
      Party May Perform.

     

    If
      a
      Grantor fails to perform any agreement contained herein, the Secured Party,
      at
      its option, may itself perform, or cause performance of, such agreement, and
      the
      expenses of the Secured Party incurred in connection therewith shall be included
      in the Obligations secured hereby and payable by the Grantors under Section
      8.4.

     

    
      
        
        

      

      
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    ARTICLE
      4.

     

    REPRESENTATIONS
      AND WARRANTIES

     

    4.1 Authorization:
      Enforceability.

     

    Each
      of
      the parties hereto represents and warrants that it has taken all action
      necessary to authorize the execution, delivery and performance of this Agreement
      and the transactions contemplated hereby; and upon execution and delivery,
      this
      Agreement shall constitute a valid and binding obligation of the respective
      party, subject to applicable bankruptcy, insolvency, reorganization, moratorium
      and similar laws affecting creditors’ rights or by the principles governing the
      availability of equitable remedies.

     

    4.2 Ownership
      of Collateral; Priority of Security Interest.

     

    Each
      Grantor represents and warrants that it is the legal and beneficial owner of
      the
      Collateral free and clear of any lien, security interest, option or other charge
      or encumbrance (each, a “Lien”)
      except
      for the Permitted Liens. Except for the Permitted Liens, (i) the security
      interest granted to the Secured Party hereunder shall be a first priority
      security interest subject to no other Liens, and (ii) no financing statement
      covering any of the Collateral or any proceeds thereof is on file in any public
      office. 

     

    4.3 Location
      of Collateral.
      

     

    The
      Collateral is or will be kept at the address(es) of each Grantor set forth
      on
Schedule
      4.3
      attached
      hereto. Unless otherwise provided herein, the Grantors will not remove any
      Collateral from such locations without the prior written consent of the Secured
      Party.

     

    4.4 Location,
      State of Incorporation and Name of Grantors.

     

    Each
      Grantor’s principal place of business; state of incorporation, organization or
      formation, organizational identification, and exact legal name is set forth
      on
Schedule
      4.4
      attached
      hereto. 

     

    4.5 Solvency.
      

     

    Each
      of
      the Grantors is able to pay its debts as they mature, has capital sufficient
      to
      carry on its business, and the fair present saleable value of its assets,
      calculated on a going concern basis, is in excess of the amount of its
      liabilities.

     

    ARTICLE
      5.

     

    DEFAULT;
      REMEDIES; SUBSTITUTE COLLATERAL

     

    5.1 Method
      of Realizing Upon the Collateral: Other Remedies.

     

    If
      any
      Event of Default shall have occurred and be continuing:

     

    
      
        
        

      

      
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    (a) The
      Secured Party may exercise in respect of the Collateral, in addition to any
      other rights and remedies provided for herein or otherwise available to it,
      all
      of the rights and remedies of a secured party upon default under the UCC
      (whether or not the UCC applies to the affected Collateral), and also may (i)
      take absolute control of the Collateral, including, without limitation, transfer
      into the Secured Party’s name or into the name of its nominee or nominees (to
      the extent the Secured Party has not theretofore done so) and thereafter
      receive, for the benefit of the Secured Party, all payments made thereon, give
      all consents, waivers and ratifications in respect thereof and otherwise act
      with respect thereto as though it were the outright owner thereof, (ii) require
      each Grantor to assemble all or part of the Collateral as directed by the
      Secured Party and make it available to the Secured Party at a place or places
      to
      be designated by the Secured Party that is reasonably convenient to both
      parties, and the Secured Party may enter into and occupy any premises owned
      or
      leased by a Grantor where the Collateral or any part thereof is located or
      assembled for a reasonable period in order to effectuate the Secured Party’s
      rights and remedies hereunder or under law, without obligation to such Grantor
      in respect of such occupation, and (iii) without notice except as specified
      below and without any obligation to prepare or process the Collateral for sale,
      (A) sell the Collateral or any part thereof in one or more parcels at public
      or
      private sale, at any of the Secured Party’s offices or elsewhere, for cash, on
      credit or for future delivery, and at such price or prices and upon such other
      terms as the Secured Party may deem commercially reasonable and/or (B) lease,
      license or dispose of the Collateral or any part thereof upon such terms as
      the
      Secured Party may deem commercially reasonable. Each Grantor agrees that, to
      the
      extent notice of sale or any other disposition of the Collateral shall be
      required by law, at least ten (10) days’ notice to such Grantor of the time and
      place of any public sale or the time after which any private sale or other
      disposition of the Collateral is to be made shall constitute reasonable
      notification. The Secured Party shall not be obligated to make any sale or
      other
      disposition of any Collateral regardless of notice of sale having been given.
      The Secured Party may adjourn any public or private sale from time to time
      by
      announcement at the time and place fixed therefor, and such sale may, without
      further notice, be made at the time and place to which it was so adjourned.
      Each
      Grantor hereby waives any claims against the Secured Party arising by reason
      of
      the fact that the price at which the Collateral may have been sold at a private
      sale was less than the price which might have been obtained at a public sale
      or
      was less than the aggregate amount of the Obligations, even if the Secured
      Party
      accepts the first offer received and does not offer such Collateral to more
      than
      one offeree, and waives all rights that such Grantor may have to require that
      all or any part of such Collateral be marshaled upon any sale (public or
      private) thereof. Each Grantor hereby acknowledges that (i) any such sale of
      the
      Collateral by the Secured Party may be made without warranty, (ii) the Secured
      Party may specifically disclaim any warranties of title, possession, quiet
      enjoyment or the like, and (iii) such actions set forth in clauses (i) and
      (ii)
      above shall not adversely affect the commercial reasonableness of any such
      sale
      of Collateral.

     

    (b) Any
      cash
      held by the Secured Party as Collateral and all cash proceeds received by the
      Secured Party in respect of any sale of or collection from, or other realization
      upon, all or any part of the Collateral shall be applied (after payment of
      any
      amounts payable to the Secured Party pursuant to Section
      8.4
      hereof)
      by the Secured Party against, all or any part of the Obligations in such order
      as the Secured Party shall elect, consistent with the provisions of the
      Securities Purchase Agreement. Any surplus of such cash or cash proceeds held
      by
      the Secured Party and remaining after the indefeasible payment in full in cash
      of all of the Obligations shall be paid over to whomsoever shall be lawfully
      entitled to receive the same or as a court of competent jurisdiction shall
      direct.

     

    
      
        
        

      

      
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    (c) In
      the
      event that the proceeds of any such sale, collection or realization are
      insufficient to pay all amounts to which the Secured Party is legally entitled,
      the Grantors shall be liable for the deficiency, together with interest thereon
      at the rate specified in the Secured Convertible Debentures for interest on
      overdue principal thereof or such other rate as shall be fixed by applicable
      law, together with the costs of collection and the reasonable fees, costs,
      expenses and other client charges of any attorneys employed by the Secured
      Party
      to collect such deficiency.

     

    (d) Each
      Grantor hereby acknowledges that if the Secured Party complies with any
      applicable state or federal law requirements in connection with a disposition
      of
      the Collateral, such compliance will not adversely affect the commercial
      reasonableness of any sale or other disposition of the Collateral.

     

    (e) The
      Secured Party shall not be required to marshal any present or future collateral
      security (including, but not limited to, this Agreement and the Collateral)
      for,
      or other assurances of payment of, the Obligations or any of them or to resort
      to such collateral security or other assurances of payment in any particular
      order, and all of the Secured Party’s rights hereunder and in respect of such
      collateral security and other assurances of payment shall be cumulative and
      in
      addition to all other rights, however existing or arising. To the extent
      permitted by applicable law, each Grantor hereby agrees that it will not invoke
      any law relating to the marshaling of collateral which might cause delay in
      or
      impede the enforcement of the Secured Party’s rights under this Agreement or
      under any other instrument creating or evidencing any of the Obligations or
      under which any of the Obligations is outstanding or by which any of the
      Obligations is secured or payment thereof is otherwise assured, and, to the
      extent permitted by applicable law, each Grantor hereby irrevocably waives
      the
      benefits of all such laws.

     

    5.2 Section
      5.2 Duties
      Regarding Collateral.

     

    The
      Secured Party shall have no duty as to the collection or protection of the
      Collateral or any income thereon or as to the preservation of any rights
      pertaining thereto, beyond the safe custody and reasonable care of any of the
      Collateral actually in the Secured Party’s possession.

     

    ARTICLE
      6.

     

    AFFIRMATIVE
      COVENANTS

     

    So
      long
      as any of the Obligations shall remain outstanding, unless the Secured Party
      shall otherwise consent in writing:

     

    6.1 Existence,
      Properties, Etc.

     

    Each
      Grantor shall do, or cause to be done, all things, or proceed with due diligence
      with any actions or courses of action, that may be reasonably necessary (i)
      to
      maintain such Grantor’s due organization, valid existence and good standing
      under the laws of its state of incorporation, and (ii) to preserve and keep
      in
      full force and effect all qualifications, licenses and registrations in those
      jurisdictions in which the failure to do so could have a Material Adverse
      Effect; and (b) a Grantor shall not do, or cause to be done, any act impairing
      the Grantor’s corporate power or authority (i) to carry on such Grantor’s
      business as now conducted, and (ii) to execute or deliver this Agreement or
      any
      other agreement or document delivered in connection herewith, including, without
      limitation, each of the other Transaction Documents, as applicable, to which
      it
      is or will be a party, or perform any of its obligations hereunder or
      thereunder. 

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    6.2 Financial
      Statements and Reports.

     

    Each
      Grantor shall furnish to the Secured Party within a reasonable time such
      financial data as the Secured Party may reasonably request.

     

    6.3 Accounts
      and Reports.

     

    Each
      Grantor shall maintain a standard system of accounting in accordance with GAAP
      and provide, at its sole expense, to the Secured Party the
      following:

     

    (a) as
      soon
      as available, a copy of any notice or other communication alleging any
      nonpayment or other material breach or default, or any foreclosure or other
      action respecting any material portion of its assets and properties, received
      respecting any of the indebtedness of such Grantor in excess of $250,000 (other
      than the Obligations), or any demand or other request for payment under any
      guaranty, assumption, purchase agreement or similar agreement or arrangement
      respecting the indebtedness or obligations of others in excess of $250,000;
      and

     

    (b) within
      fifteen (15) days
      after the making of each submission or filing, a copy of any report, financial
      statement, notice or other document, whether periodic or otherwise, submitted
      to
      the shareholders of the Grantors, or submitted to or filed by the Grantors
      with
      any governmental authority involving or affecting (i) the Grantors that could
      reasonably be expected to have a Material Adverse Effect; (ii) the Obligations;
      (iii) any part of the Collateral; or (iv) any of the transactions contemplated
      in this Agreement or any other Transaction Document.

     

    6.4 Maintenance
      of Books and Records: Inspection.

     

    Each
      Grantor shall maintain its books, accounts and records in accordance with GAAP,
      and permit the Secured Party, its officers and employees and any professionals
      designated by the Secured Party in writing, at any time during normal business
      hours and upon reasonable notice to visit and inspect any of its properties
      (including but not limited to the collateral security described in any of the
      Transaction Documents), corporate books and financial records, and to discuss
      its accounts, affairs and finances with any employee, officer or director
      thereof (it being agreed that, unless an Event of Default shall have occurred
      and be continuing, there shall be no more than two (2) such visits and
      inspections in any fiscal year).

     

    6.5 Maintenance
      and Insurance.

     

    (a) Each
      Grantor shall maintain or cause to be maintained, at its own expense, all of
      its
      material assets and properties in good working order and condition, ordinary
      wear and tear excepted, making all necessary repairs thereto and renewals and
      replacements thereof.

     

    (b) The
      Grantors shall maintain or cause to be maintained, at their own expense,
      insurance in form, substance and amounts (including deductibles), which the
      Grantors deem reasonably necessary to the Grantors’ business, (i) adequate to
      insure all assets and properties of the Grantors of a character usually insured
      by persons engaged in the same or similar business against loss or damage
      resulting from fire or other risks included in an extended coverage policy;
      (ii)
      against public liability and other tort claims that may be incurred by the
      Grantors; (iii) as may be required by the Transaction Documents and/or
      applicable law and (iv) as may be reasonably requested by Secured Party, all
      with financially sound and reputable insurers.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    6.6 Contracts
      and Other Collateral.

     

    Each
      Grantor shall perform all of its obligations under or with respect to each
      instrument, receivable, contract and other intangible included in the Collateral
      to which such Grantor is now or hereafter will be party on a timely basis and
      in
      the manner therein required, including, without limitation, this Agreement,
      except to the extent the failure to so perform such obligations would not
      reasonably be expected to have a Material Adverse Effect.

     

    6.7 Defense
      of Collateral, Etc.

     

    Each
      Grantor shall defend and enforce (a) its right, title and interest in and to
      any
      part of the Collateral; and (b) if not included within the Collateral, those
      assets and properties whose loss would reasonably be expected to have a Material
      Adverse Effect, each against all manner of claims and demands on a timely basis
      to the full extent permitted by applicable law (other than any such claims
      and
      demands by holders of Permitted Liens).

     

    6.8 Taxes
      and Assessments.

     

    Each
      Grantor shall (a) file all material tax returns and appropriate schedules
      thereto that are required to be filed under applicable law, prior to the date
      of
      delinquency (taking into account any extensions of the original due date),
      (b)
      pay and discharge all material taxes, assessments and governmental charges
      or
      levies imposed upon a Grantor, upon its income and profits or upon any
      properties belonging to it, prior to the date on which penalties attach thereto,
      and (c) pay all material taxes, assessments and governmental charges or levies
      that, if unpaid, might become a lien or charge upon any of its properties;
      provided,
      however,
      that
      the
      Grantors in good faith may contest any such tax, assessment, governmental charge
      or levy described in the foregoing clauses (b) and (c) so long as appropriate
      reserves are maintained with respect thereto if and to the extent required
      by
      GAAP.

     

    6.9 Compliance
      with Law and Other Agreements.

     

    Each
      Grantor shall maintain its business operations and property owned or used in
      connection therewith in compliance with (a) all applicable federal, state and
      local laws, regulations and ordinances governing such business operations and
      the use and ownership of such property, and (b) all agreements, licenses,
      franchises, indentures and mortgages to which a Grantor is a party or by which
      such Grantor or any of its properties is bound, except where the failure to
      so
      comply would not reasonably be expected to have a Material Adverse
      Effect.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    6.10 Notice
      of Default.

     

    The
      Grantors will immediately notify the Secured Party of any event causing a
      substantial loss or diminution in the value of all or any material part of
      the
      Collateral and the amount or an estimate of the amount of such loss or
      diminution. The Grantors shall promptly notify the Secured Party of any
      condition or event which constitutes, or would constitute with the passage
      of
      time or giving of notice or both, an Event of Default, and promptly inform
      the
      Secured Party of any events or changes in the financial condition of any Grantor
      occurring since the date of the last financial statement of such Grantor
      delivered to the Secured Party, which individually or cumulatively when viewed
      in light of prior financial statements, which might reasonably be expected
      to
      have a Material Adverse Effect on the business operations or financial condition
      of the Grantors.

     

    6.11 Notice
      of Litigation.

     

    Each
      Grantor shall give notice, in writing, to the Secured Party of (a) any actions,
      suits or proceedings wherein the amount at issue is in excess of $250,000,
      instituted by any persons against a Grantor, or affecting any of the assets
      of
      such Grantor, and (b) any dispute, not resolved within fifteen (15) days
      of
      the commencement thereof, between a Grantor on the one hand and any governmental
      or regulatory body on the other hand, which might reasonably be expected to
      have
      a Material Adverse Effect on the business operations or financial condition
      of
      such Grantor.

     

    6.12 Future
      Subsidiaries.

     

    Schedule
      6.12
      attached
      hereto has all the subsidiaries of the Grantors. If any Grantor shall hereafter
      create or acquire any subsidiary, simultaneously with the creation or
      acquisition of such subsidiary, such Grantor shall cause such subsidiary to
      become a party to this Agreement as an additional “Grantor” hereunder, and to
      duly execute and deliver a guaranty of the Obligations in favor of the Secured
      Party in form and substance reasonably acceptable to the Secured Party, and
      to
      duly execute and/or deliver such other documents, in form and substance
      reasonably acceptable to the Secured Party, as the Secured Party shall
      reasonably request with respect thereto, including, without limitation, a
      mortgage to the extent such subsidiary owns any Real Estate.

     

    6.13 Changes
      to Identity.

     

    Each
      Grantor will (a) give the Secured Party at least thirty (30) days’ prior written
      notice of any change in such Grantor’s name, identity or organizational
      structure, (b) maintain its jurisdiction of incorporation, organization or
      formation as set forth on Schedule
      4.4
      attached
      hereto, (c) immediately notify the Secured Party upon obtaining an
      organizational identification number, if on the date hereof such Grantor did
      not
      have such identification number.

     

    6.14 Perfection
      of Security Interests.

     

    (a) Financing
      Statements.
      The
      Grantors hereby irrevocably authorize the Secured Party, at the sole cost and
      expense of the Grantors, at any time and from time to time to file in any filing
      office in any jurisdiction any initial financing statements and amendments
      thereto that (a) indicate the Collateral (i) as “all assets of the debtor,
      whether now owned or hereafter acquired” or words of similar effect, regardless
      of whether any particular asset comprised in the Collateral falls within the
      scope of Article 9 of the UCC of such jurisdiction, or (ii) as being of an
      equal
      or lesser scope or with greater detail, and (b) contain any other information
      required by Part 5 of Article 9 of the UCC for the sufficiency or filing office
      acceptance of any financing statement or amendment, including (i) whether such
      Grantor is an organization, the type of organization and any organization
      identification number issued to such Grantor, and (ii) in the case of a
      financing statement filed as a fixture filing, a sufficient description of
      real
      property to which the Collateral relates. The Grantors agree to furnish any
      such
      information to the Secured Party promptly upon request. The Grantors also ratify
      their authorization for the Secured Party to have filed in any jurisdiction
      any
      initial financing statements or amendments thereto if filed prior to the date
      hereof. The Grantors acknowledge that they are not authorized to file any
      financing statement or amendment or termination statement with respect to any
      financing statement without the prior written consent of the Secured Party
      and
      agree that they will not do so without the prior written consent of the Secured
      Party. The Grantors acknowledge and agree that this Agreement constitutes an
      authenticated record.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (b) Possession.
      The
      Grantors (i) shall have possession of the Collateral, except where expressly
      otherwise provided in this Agreement or where the Secured Party chooses to
      perfect its security interest by possession in addition to the filing of a
      financing statement; and (ii) will, where the Collateral is in the possession
      of
      a third party, join with the Secured Party in notifying the third party of
      the
      Secured Party’s security interest and obtaining an acknowledgment from the third
      party that it is holding the Collateral for the benefit of the Secured
      Party.

     

    (c) Control.
      In
      addition to the provisions set forth in Section
      6.16,
      the
      Grantors will cooperate with the Secured Party in obtaining control with respect
      to the Collateral consisting of (i) Investment Property, (ii) Letters-of-Credit
      and Letter-of-Credit Rights and (iii) electronic Chattel Paper.

     

    (d) Marking
      of Chattel Paper.
      The
      Grantors will not create any Chattel Paper without placing a legend on the
      Chattel Paper acceptable to the Secured Party indicating that the Secured Party
      has a security interest in the Chattel Paper.

     

    6.15 Notice
      of Commercial Tort Claims.
      Attached as Schedule
      6.15
      is a
      list of all Commercial Tort Claims of the Grantors (as
      such
      Schedule may be amended, modified or supplemented from time to time).
      If any
      Grantor shall at any time acquire a Commercial Tort Claim, such Grantor shall
      immediately notify the Secured Party in a writing signed by such Grantor which
      shall (a) provide brief details of said claim and (b) grant to the Secured
      Party
      a security interest in said claim and in the proceeds thereof, all upon the
      terms of this Agreement, in such form and substance satisfactory to the Secured
      Party.

     

    6.16 Establishment
      of Deposit Account, Account
      Control Agreements.

     

    (a) Except
      as
      otherwise provided in this Section 6.16, in connection with the execution of
      this Agreement, except as set forth on Schedule
      6.16(a)
      attached
      hereto, each Grantor, the Secured Party, and each applicable bank or other
      depository institution shall enter into an account control agreement (the
“Account
      Control Agreement”)
      in the
      form of Exhibit
      B
      attached
      hereto, or such other form reasonably acceptable to Secured Party, with respect
      to each of the Grantor’s deposit accounts, including, without limitation, all
      savings, passbook, money market or other depository accounts, and all
      certificates of deposit, maintained by each Grantor with any bank, savings
      and
      loan association, credit union or other depository institution maintained or
      used by each Grantor (the “Deposit
      Accounts”)
      providing dominion and control over such accounts to the Secured Party such
      that
      upon notice by the Secured Party to such bank or other depository institution
      of
      the occurrence of an Event of Default all actions under such account shall
      be
      taken solely at the Secured Party’s direction. Each Grantor’s current Deposit
      Accounts are set forth on Schedule
      6.16 (b)
      attached
      hereto. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (b) Each
      Grantor shall cause all cash, all collections and proceeds from accounts
      receivable, all receipts from credit card payments, and all proceeds from the
      sale of any Collateral to be deposited only into its Deposit Accounts in the
      ordinary course of business and consistent with past practices.

     

    (c) With
      respect to each Deposit Account, from an after the occurrence of an Event of
      Default, the Secured Party shall have the right, at any time and from time
      to
      time, to exercise its rights under such Account Control Agreement, including,
      for the avoidance of any doubt, the exclusive right to give instructions to
      the
      financial institution at which such Deposit Account is maintained as to the
      disposition of funds or other property on deposit therein or credited thereto.
      The Secured Party hereby covenants and agrees that it will not send any such
      notice to a financial institution at which any such Deposit Account is
      maintained directing the disposition of funds or other property therein unless
      and until the occurrence of an Event of Default. 

     

    (d) In
      connection with the foregoing, each Grantor hereby authorizes and directs each
      bank or other depository institution which maintains any Deposit Account to
      pay
      or deliver to the Secured Party upon the Secured Party’s written demand thereof
      made at any time after the occurrence of an Event of Default has occurred all
      balances in each Deposit Account with such depository for application to the
      Obligations then outstanding.

     

    (e) Notwithstanding
      the foregoing, Grantors are authorized to maintain the following Deposit
      Accounts which shall not be subject to an Account Control Agreement in favor
      of
      the Secured Party, subject to the following conditions:

     

    (i) the
      existing Centerville Bank account numbers 01-528870-50 and 01-528870-54;
provided that
      (A) such
      accounts shall consists solely of certificates of deposit pledged to secure
      existing letters-of-credit of the Grantors; (B) upon the earlier to occur of
      (x)
      the occurrence and continuance of an Event of Default or (y) termination of
      the
      existing letters-of-credit, such certificates of deposit or any proceeds
      therefrom shall be transferred to a Deposit Account maintained at a bank or
      other depository institution that is subject to an Account Control Agreement
      in
      favor of Secured Party; and (C) such accounts shall maintain a balance of not
      more than One Hundred Thirty Five Thousand Dollars ($135,000) at any time
      outstanding; 

     

    (ii) the
      existing Bank of America, N.A. account number CD-4255; provided that
      (A) such
      account shall consists solely of certificates of deposit pledged to secure
      existing letters-of-credit of the Grantors; (B) upon the earlier to occur of
      (x)
      the occurrence and continuance of an Event of Default or (y) termination of
      the
      existing letters-of-credit, such certificates of deposit or any proceeds
      therefrom shall be transferred to a Deposit Account maintained at a bank or
      other depository institution that is subject to an Account Control Agreement
      in
      favor of Secured Party; and (C) such account shall maintain a balance of not
      more than Fifty Thousand Dollars ($50,000) at any time outstanding;
      and

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (iii) the
      existing First Georgetown Securities brokerage account number 0RH-224626 in
      an
      aggregate principal amount not to exceed One Thousand Five Hundred Dollars
      ($1,500); provided that (A) as of the date hereof, no additional deposits shall
      be permitted in such account; and (B) any proceeds, distributions or other
      withdrawals from such account not immediately paid to a third-party creditor
      in
      the ordinary course of business shall be transferred to a Deposit Account
      maintained at a bank or other depository institution that is subject to an
      Account Control Agreement in favor of Secured Party.

     

    ARTICLE
      7.

     

    NEGATIVE
      COVENANTS

     

    So
      long
      as any of the Obligations shall remain outstanding, unless the Secured Party
      shall otherwise consent in writing, each Grantor covenants and agrees that
      it
      shall not:

     

    7.1 Transfers;
      Liens and Encumbrances.

     

    (a) Sell,
      assign (by operation of law or otherwise), lease, license, exchange or otherwise
      transfer or dispose of any of the Collateral, except the Grantors may (i) sell
      or dispose of Inventory in the ordinary course of business, and (ii) sell or
      dispose of up to $ 250,000
      in any fiscal year assets the Grantors have determined, in good faith, not
      to be
      useful in the conduct of its business, and (iii) sell or dispose of accounts
      in
      the course of collection in the ordinary course of business consistent with
      past
      practice; or

     

    (b) Directly
      or indirectly make, create, incur, assume or permit to exist any Lien in, to
      or
      against any part of the Collateral other than Permitted Liens.

     

    7.2 Restriction
      on Redemption and Cash Dividends

     

    Directly
      or indirectly, redeem, repurchase or declare or pay any cash dividend or
      distribution on its capital stock without the prior express written consent
      of
      the Secured Party.

     

    7.3 Incurrence
      of Indebtedness.

     

    Directly
      or indirectly, incur or guarantee, assume or suffer to exist any indebtedness,
      other than the indebtedness evidenced by the Secured Convertible Debentures
      and
      other Permitted Indebtedness.

     

    7.4 Places
      of Business.

     

    Change
      its state of organization or its principal place of business without the written
      consent of the Secured Party.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    ARTICLE
      8.

     

    MISCELLANEOUS

     

    8.1 Notices.

     

    All
      notices or other communications required or permitted to be given pursuant
      to
      this Agreement shall be in writing and shall be considered as duly given on:
      (a)
      the date of delivery, if delivered in person or by nationally recognized
      overnight delivery service or (b) five (5) days
      after mailing if mailed from within the continental United States by certified
      mail, return receipt requested to the party entitled to receive the
      same:

     

    
      	
              If
                to the Secured Party:

            	
              YA
                Global Investments, L.P.

              101
                Hudson Street-Suite 3700

              Jersey
                City, New Jersey 07302

              Attention:
                Mark Angelo

              Portfolio
                Manager

              Telephone:
                (201) 985-8300

              Facsimile:
                (201) 985-8266

               

            
	
              With
                a copy to:

               

               

               

               

            	
              Troy
                Rillo, Esq.

              101
                Hudson Street, Suite 3700

              Jersey
                City, NJ 07302

              Telephone:
                (201) 985-8300

              Facsimile:
                (201) 985-1964

               

            
	
              And
                if to any Grantor:

            	
              c/o
                MobilePro Corp.

              6701
                Democracy Blvd., Suite 202

              Bethesda,
                Maryland 20817

              Attn:
                Jay Wright, Chairman

              Telephone:
                (301) 571-3476

              Facsimile:
                (301) 315-9027

               

            
	
              With
                a copy to:

            	
              Seyfarth
                Shaw LLP

              815
                Connecticut Avenue, N.W.

              Suite
                500

              Washington,
                D.C. 20006-4004

              Attn:
                Ernest M. Stern, Esq.

              Telephone:
                202-828-5360

              Facsimile:
                (202) 828-5393

            


    

     

    Any
      party
      may change its address by giving notice to the other party stating its new
      address. Commencing on the tenth (10th) day
      after
      the giving of such notice, such newly designated address shall be such party’s
      address for the purpose of all notices or other communications required or
      permitted to be given pursuant to this Agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    8.2 Security
      Interest Absolute.
      All
      rights of the Secured Party hereunder, the security interest in the Collateral
      and all obligations of the Grantors hereunder shall be absolute and
      unconditional irrespective of (a) any lack of validity or enforceability of
      the
      Secured Convertible Debentures, the Transaction Documents, any agreement with
      respect to any of the Obligations or any other agreement or instrument relating
      to any of the foregoing, (b) any change in the time, manner or place of payment
      of, or in any other term of, all or any of the Obligations, or any other
      amendment or waiver of or any consent to any departure from the Secured
      Convertible Debentures, the Transaction Documents or any other agreement or
      instrument, (c) any exchange, release or non-perfection of any Lien on other
      collateral, or any release or amendment or waiver of or consent under or
      departure from any guarantee, securing or guaranteeing all or any of the
      Obligations, (d) the
      existence of any claim, set-off or other right which any Grantor may have at
      any
      time against any other Grantor or the Secured Party, whether in connection
      herewith or any unrelated transaction.

     

    8.3 Severability.

     

    If
      any
      provision of this Agreement shall be held invalid or unenforceable, such
      invalidity or unenforceability shall attach only to such provision and shall
      not
      in any manner affect or render invalid or unenforceable any other severable
      provision of this Agreement, and this Agreement shall be carried out as if
      any
      such invalid or unenforceable provision were not contained herein.

     

    8.4 Expenses.

     

    In
      the
      event of an Event of Default, the Grantors will pay to the Secured Party the
      amount of any and all reasonable out-of-pocket expenses, including the
      reasonable fees and expenses of its counsel, which the Secured Party may incur
      in connection with: (i) the custody or preservation of, or the sale, collection
      from, or other realization upon, any of the Collateral; (ii) the exercise or
      enforcement of any of the rights of the Secured Party hereunder or (iii) the
      failure by a Grantor to perform or observe any of the provisions hereof.


     

    8.5 Waivers,
      Amendments, Etc.

     

    The
      Secured Party’s delay or failure at any time or times hereafter to require
      strict performance by a Grantor of any undertakings, agreements or covenants
      shall not waive, affect, or diminish any right of the Secured Party under this
      Agreement to demand strict compliance and performance herewith. Any waiver
      by
      the Secured Party of any Event of Default shall not waive or affect any other
      Event of Default, whether such Event of Default is prior or subsequent thereto
      and whether of the same or a different type. None of the undertakings,
      agreements and covenants of a Grantor contained in this Agreement, and no Event
      of Default, shall be deemed to have been waived by the Secured Party, nor may
      this Agreement be amended, changed or modified, unless such waiver, amendment,
      change or modification is evidenced by an instrument in writing specifying
      such
      waiver, amendment, change or modification and signed by the Secured Party in
      the
      case of any such waiver, and signed by the Secured Party and the Grantors in
      the
      case of any such amendment, change or modification.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    8.6 Continuing
      Security Interest.
      This
      Agreement shall create a continuing security interest in the Collateral and
      shall: (i) remain in full force and effect so long as any of the Obligations
      shall remain outstanding; (ii) be binding upon each Grantor and its successors
      and assigns; and (iii) inure to the benefit of the Secured Party and its
      successors and assigns. Upon the payment or satisfaction in full of the
      Obligations, this Agreement and the security interest created hereby shall
      terminate, and, in connection therewith, each Grantor shall be entitled to
      the
      return, at its expense, of such of the Collateral as shall not have been sold
      in
      accordance with this Agreement or otherwise applied pursuant to the terms hereof
      and the Secured Party shall deliver to the Grantors such documents as the
      Grantors shall reasonably request to evidence such termination.

     

    8.7 Independent
      Representation.

     

    Each
      party hereto acknowledges and agrees that it has received or has had the
      opportunity to receive independent legal counsel of its own choice and that
      it
      has been sufficiently apprised of its rights and responsibilities with regard
      to
      the substance of this Agreement.

     

    8.8 Indemnification. The
      Grantors shall indemnify, defend, and hold the Secured Party, or any agent,
      employee, officer, attorney, or representative of the Secured Party, harmless
      of
      and from any claim brought or threatened against the Secured Party or any such
      person so indemnified by: any Grantor; any other obligor or endorser of the
      Obligations or any other person (as well as from attorneys' fees and expenses
      in
      connection therewith) on account of the Secured Party’s relationship with the
      Grantors, or any other obligor or endorser of the Obligations (each of which
      may
      be defended, compromised, settled, or pursued by the Secured Party with counsel
      of the Secured Party’s selection, but at the expense of the undersigned).


     

    8.9 Applicable
      Law: Jurisdiction.

     

    This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New Jersey without regard to the principles of conflict of laws.
      The parties further agree that any action between them shall be heard in Hudson
      County, New Jersey, and expressly consent to the jurisdiction and venue of
      the
      Superior Court of New Jersey, sitting in Hudson County and the United States
      District Court for the District of New Jersey sitting in Newark, New Jersey
      for
      the adjudication of any civil action asserted pursuant to this Paragraph,
provided,
      however,
      that
      nothing herein shall prevent the Secured Party from enforcing its rights and
      remedies (including, without limitation, by filing a civil action) with respect
      to the Collateral and/or the Grantors in any other jurisdiction in which the
      Collateral and/or the Grantors may be located.

     

    8.10 Waiver
      of Jury Trial.

     

    AS
      A
      FURTHER INDUCEMENT FOR THE SECURED PARTY TO MAKE FINANCIAL ACCOMMODATIONS TO
      THE
      COMPANY OR ANY GRANTOR, EACH GRANTOR HEREBY WAIVES, TO THE FULLEST PERMITTED
      BY
      APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED
      TO THIS TRANSACTION.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    8.11 Right
      of Set Off.

     

    The
      Grantors hereby grant to the Secured Party, a lien, security interest and right
      of setoff as security for all liabilities and obligations to the Secured Party,
      whether now existing or hereafter arising, upon and against all deposits,
      credits, collateral and property, now or hereafter in the possession, custody,
      safekeeping or control of the Secured Party or any of its affiliates, or any
      entity under the control of the Secured Party, or in transit to any of them.
      At
      any time, without demand or notice, the Secured Party may set off the same
      or
      any part thereof and apply the same to any liability or obligation of the
      Grantors even though unmatured and regardless of the adequacy of any other
      collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE THE SECURED
      PARTY TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL
      WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
      RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE GRANTORS, ARE HEREBY
      KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

     

    8.12 Liability
      of Grantors.
      Notwithstanding any provision herein or in any other Transaction Document,
      the
      Grantors, and each of them, are and shall be jointly and severally liable for
      any and all Obligations (whether any such Obligation is specified as an
      obligation of the Grantors or of any of them).

     

    8.13 Waiver
      of Claims.
      The
      Grantors acknowledge and agree that they have no offsets, defenses, claims,
      or
      counterclaims against the Secured Party or its officers, directors, employees,
      attorneys, representatives, parents, affiliates, predecessors, successors,
      or
      assigns with respect to the Obligations, the Prior Debt Documents or otherwise,
      and that if the Grantors now has, or ever did have, any offsets, defenses,
      claims, or counterclaims against the Secured Party or its officers, directors,
      employees, attorneys, representatives, affiliates, predecessors, successors,
      or
      assigns, whether known or unknown, at law or in equity, from the beginning
      of
      the world through this date and through the time of execution of this Agreement,
      all of them are hereby expressly WAIVED,
      and the
      Grantors hereby RELEASE
      the
      Secured Party and its officers, directors, employees, attorneys,
      representatives, affiliates, predecessors, successors, and assigns from any
      liability therefor.

     

    8.14 Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed and delivered by exchange of facsimile signatures
      of
      the Secured Party and the Grantors, and those signatures need not be affixed
      to
      the same copy. This Agreement may be executed in any number of
      counterparts.

     

    8.15 Entire
      Agreement.

     

    This
      Agreement and the other documents or agreements delivered in connection herewith
      contain the entire understanding among the parties and supersede any prior
      agreement or understanding among them with respect to the subject matter
      hereof.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    8.16 Existing
      Security Interests.

     

    The
      security interests granted herein are intended to be supplemental to, and not
      in
      limitation of, any existing security interests granted to the Secured Party
      to
      secure the Obligations, whether under the Prior Debt Documents or otherwise.
      All
      such existing security interests, and any rights of the Secured Party in
      connection therewith, shall remain in full force and effect in accordance with
      their respective terms, provided,
      however,
      that in
      the event of a conflict between the terms of this Agreement and of any such
      prior security interests, or the documents evidencing the same, the terms of
      this Agreement shall control.

     

    8.17 Ratification
      of Prior Debt Documents.
      To the
      extent not amended, amended and restated or otherwise modified by the
      Transaction Documents (other than the Prior Debt Documents), each Grantor hereby
      ratifies, confirms and reaffirms all and singular the terms and conditions
      of
      the Prior Debt Documents, and any other or related documents or agreements,
      as
      the same may be amended and in effect as of the date hereof. The Grantors
      further acknowledge and agree that except as the Prior Debt Documents may be
      specifically be affected by this Agreement and/or any of the other documents
      executed in connection herewith, all terms and conditions of the Prior Debt
      Documents, as the same may be amended and in effect as of the date hereof,
      shall
      remain in full force and effect. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Global Security Agreement as of the date
      first
      above written.

     

    
      
        	
                Grantors:

              	 	
                 

              
	 	 	 
	
                MOBILEPRO
                  CORP., a Delaware corporation

              	 	
                PROGAMES
                  NETWORK, INC., a Delaware 

                corporation 

              
	 	 	 
	
                By:

              	/s/
                Jay Wright 	 	
                By:

              	/s/
                Jay Wright 
	
                Name:
                  Jay
                  Wright 

              	 	
                Name:
                  Jay
                  Wright 

              
	
                Title:  
                  Chairman
                  and CEO

              	 	
                Title:  
                  Chairman

              
	 	 	 
	
                DAVEL
                  FINANCING COMPANY, L.L.C., a Delaware limited liability
                  company

              	 	
                DAVEL
                  COMMUNICATIONS GROUP, INC., an Illinois corporation 

              
	 	 	 
	
                By:

              	/s/
                Tammy Martin 	 	
                By:

              	/s/
                Tammy Martin 
	
                Name:
                  Tammy
                  Martin 

              	 	
                Name:
                  Tammy
                  Martin 

              
	
                Title:  
                  Secretary

              	 	
                Title:  
                  Secretary

              
	 	 	 
	
                TELALEASING
                  ENTERPRISES, INC., an Illinois corporation

              	 	
                PEOPLES
                  TELEPHONE COMPANY, INC., a New York corporation 

              
	 	 	 
	
                By:

              	/s/
                Tammy Martin 	 	
                By:

              	/s/
                Tammy Martin 
	
                Name:
                  Tammy
                  Martin 

              	 	
                Name:
                  Tammy
                  Martin 

              
	
                Title:  
                  Secretary

              	 	
                Title:  
                  Secretary

              
	 	 	 
	
                PHONETEL
                  TECHNOLOGIES, INC., an Ohio corporation

              	 	
                DAVEL
                  ACQUISITION CORP., a Delaware corporation

              
	 	 	 
	
                By:

              	/s/
                Tammy Martin 	 	
                By:

              	/s/
                Tammy Martin 
	
                Name:
                  Tammy
                  Martin 

              	 	
                Name:
                  Tammy
                  Martin 

              
	
                Title:  
                  Secretary

              	 	
                Title:  
                  Secretary

              
	 	 	 
	
                DAVEL
                  COMMUNICATIONS, INC., a Delaware corporation 

              	 	
                CLOSECALLAMERICA,
                  INC., a Delaware corporation 

              
	 	 	 
	
                By:

              	/s/
                Tammy Martin 	 	
                By:

              	/s/
                Doug Bethell 
	
                Name:
                  Tammy
                  Martin 

              	 	
                Name:
                  Doug
                  Bethell 

              
	
                Title:  
                  Secretary

              	 	
                Title: 
                   President

              


      

    

    


    [Signature
      Page to Global Security Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	 	
                AMERICAN
                  FIBER NETWORK, INC., a 

                Delaware
                  corporation 

              
	 	 	 	 	 
	 	 	 	
                By:

              	/s/
                Doug Bethell 
	 	 	 	
                Name:
                  Doug
                  Bethell 

              
	 	 	 	
                Title:  
                  President

              
	 	 	 	 
	 	 	 	
                SECURED
                  PARTY: 

              
	 	 	 	 
	 	 	 	
                YA
                  GLOBAL INVESTMENTS, L.P. 

              
	 	 	 	 
	 	 	 	
                By:

              	
                Yorkville
                  Advisors, LLC,

              
	 	 	 	its
                Investment Manager
	 	 	 	 	 
	 	 	 	
                By:

              	/s/
                Jerry Eicke
	 	 	 	
                Name:
                  Jerry
                  Eicke

              
	 	 	 	
                Title:  
                  Managing
                  Member

              


      

    

    


    [Signature
      Page to Global Security Agreement]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    DEFINITION
      OF COLLATERAL

     

    For
      the
      purpose of securing prompt and complete payment and performance by the Grantors
      of all of the Obligations, each Grantor unconditionally and irrevocably hereby
      grants to the Secured Party a continuing security interest in and to, and lien
      upon, the following “Collateral”
of
      the
      Grantors (all capitalized terms used herein and not defined in the Agreement
      shall have the respective meanings ascribed thereto in the UCC): 

     

    A. All
      Real
      Estate owned by the Grantors, wherever located and whether now or hereinafter
      existing and whether now owned or hereafter acquired. 

     

    B. All
      personal property of each Grantor, wherever located and whether now or
      hereinafter existing and whether now owned or hereafter acquired, of every
      kind
      and description, tangible or intangible, including without limitation,
      all:

     

    1. Goods;

     

    2.
       Inventory,
      including, without limitation, all goods, merchandise and other personal
      property which are held for sale or lease, or are furnished or to be furnished
      under any contract of service or are raw materials, work-in-process, supplies
      or
      materials used or consumed in the Grantors’ business, and all products thereof,
      and all substitutions, replacements, additions or accessions therefor and
      thereto; and any cash or non-cash Proceeds of all of the foregoing;

     

    3.
       Equipment,
      including, without limitation, all machinery, equipment, furniture, parts,
      tools
      and dies, of every kind and description, of the Grantors (including automotive
      equipment and motor vehicles), now owned or hereafter acquired by the Grantor,
      and used or acquired for use in the business of the Grantor, together with
      all
      accessions thereto and all substitutions and replacements thereof and parts
      therefor and all cash or non-cash Proceeds of the foregoing;

     

    4. Fixtures,
      including, without limitation, all goods which are so related to particular
      real
      estate that an interest in them arises under real estate law and all accessions
      thereto, replacements thereof and substitutions therefor, including, but not
      limited to, plumbing, heating and lighting apparatus, mantels, floor coverings,
      furniture, furnishings, draperies, screens, storm windows and doors, awnings,
      shrubbery, plants, boilers, tanks, machinery, stoves, gas and electric ranges,
      wall cabinets, appliances, furnaces, dynamos, motors, elevators and elevator
      machinery, radiators, blinds and all laundry, refrigerating, gas, electric,
      ventilating, air-refrigerating, air-conditioning, incinerating and sprinkling
      and other fire prevention or extinguishing equipment of whatsoever kind and
      nature and any replacements, accessions and additions thereto, Proceeds thereof
      and substitutions therefor;

     

    5. Instruments
      (including promissory notes);

     

    6. Documents;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7. Accounts,
      including, without limitation, all Contract Rights and accounts receivable,
      health-care-insurance receivables, and license fees; any other obligations
      or
      indebtedness owed to the Grantor from whatever source arising; all rights of
      Grantor to receive any payments in money or kind; all guarantees of Accounts
      and
      security therefor; all cash or non-cash Proceeds of all of the foregoing; all
      of
      the right, title and interest of Grantors in and with respect to the goods,
      services or other property which gave rise to or which secure any of the
      accounts and insurance policies and proceeds relating thereto, and all of the
      rights of the Grantors as an unpaid seller of goods or services, including,
      without limitation the rights of stoppage in transit, replevin, reclamation
      and
      resale and all of the foregoing, whether now existing or hereafter created
      or
      acquired;

     

    8.
       Contracts
      and Contract Rights, including, to the extent not included in the definition
      of
      Accounts, all rights to payment or performance under a contract not yet earned
      by performance and not evidenced by an Instrument or Chattel Paper;

     

    9.
       Chattel
      Paper (whether tangible or electronic);

     

    10. Deposit
      Accounts (and in and to any deposits or other sums at any time credited to
      each
      such Deposit Account);

     

    11. Money,
      cash and cash equivalents;

     

    12. Letters-of-Credit
      and Letter-of-Credit Rights (whether or not such Letter-of- Credit is evidenced
      by a writing);

     

    13. Commercial
      Tort Claims;

     

    14. Securities
      Accounts, Security Entitlements, Securities, Financial Assets and all other
      Investment Property, including, without limitation, all ownership or membership
      interests in any subsidiaries or affiliates (whether or not controlled by the
      Grantors);

     

    15. General
      Intangibles, including, without limitation, all Payment Intangibles and
      Intellectual Property, tax refunds and other claims of the Grantors against
      any
      governmental authority, and all choses in action, insurance proceeds, goodwill
      customer lists, formulae, permits, research and literary rights, and
      franchises.

     

    16. Farm
      Products;

     

    17. All
      books
      and records and information (including all ledger sheets, files, computer
      programs, tapes and related data processing software) evidencing an interest
      in
      or relating to any of the foregoing and/or to the operation of the Grantors’
business, and all rights of access to such books and records, and information,
      and all property in which such books and records, and information are stored,
      recorded and maintained.

     

    18. To
      the
      extent not already included above, all Supporting Obligations, and any and
      all
      cash and non-cash Proceeds, products, accessions, and/or replacements of any
      of
      the foregoing, including proceeds of insurance covering any or all of the
      foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    (Account
      Control Agreements)

    


    [forms
      to
      be attached]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      1

    (Subsidiaries
      and Affiliates)

    


    MobilePro
      Corp., a Delaware corporation

    ProGames
      Network, Inc., a Delaware corporation

    Davel
      Financing Company, L.L.C., a Delaware limited liability company

    Davel
      Communications Group, Inc., an Illinois corporation

    Telaleasing
      Enterprises, Inc., an Illinois corporation

    Peoples
      Telephone Company, Inc., a New York corporation

    PhoneTel
      Technologies, Inc., an Ohio corporation

    Davel
      Acquisition Corp., a Delaware corporation

    Davel
      Communications, Inc., a Delaware corporation

    CloseCall
      America, Inc., a Delaware corporation

    American
      Fiber Network, Inc., a Delaware corporation


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      2

    (Secured
      Convertible Debentures)

    


    [to
      be
      attached]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      3

    (Securities
      Purchase Agreement)

    


    [to
      be
      attached]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      4

    (Intellectual
      Property)

    


    [to
      be
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      4.2

    (Permitted
      Liens)

    


    [to
      be
      attached]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      4.3

    (Addresses)

    


    [to
      be
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      4.4

    (Location,
      State of Incorporation, Name)

    


    [to
      be
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      5

    (Real
      Estate)

    


    [to
      be
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      6.12

    (Current
      Subsidiaries)

    


    ProGames
      Network, Inc., a Delaware corporation

    Davel
      Financing Company, L.L.C., a Delaware limited liability company

    Davel
      Communications Group, Inc., an Illinois corporation

    Telaleasing
      Enterprises, Inc., an Illinois corporation

    Peoples
      Telephone Company, Inc., a New York corporation

    PhoneTel
      Technologies, Inc., an Ohio corporation

    Telefonos
      Publico, a company organized under the laws of Mexico

    Davel
      Acquisition Corp., a Delaware corporation

    Davel
      Communications, Inc., a Delaware corporation

    CloseCall
      America, Inc., a Delaware corporation

    American
      Fiber Network, Inc., a Delaware corporation


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      6.15

    (Commercial
      Tort Claims)

    


    [to
      be
      attached]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      6.16 (a)

    (Deposit
      Accounts with Prior Account Control Agreements)

    


    None


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      6.16 (b)

    (Deposit
      Accounts)

     

    [to
      be
      attached]